LICENSE AGREEMENT





                         LAURA ASHLEY MANUFACTURING B.V.





                                       AND





                         USA OPTICAL DISTRIBUTORS, INC.





































     Certain portions of this agreement have been omitted and filed separately

with the Securities and Exchange Commission pursuant to a request for an order

granting confidential treatment pursuant to Rule 406 of the General Rules and

Regulations under the Securities Act of 1933.



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                                LICENSE AGREEMENT







THIS AGREEMENT is made the 28th day of May, 1991.



BETWEEN



1.   LAURA ASHLEY MANUFACTURING B.V., a company incorporated in the Netherlands

     and having its principal place of business at Luchthavenweg 24, 5507 SK

     Veldhoven, The Netherlands (hereinafter called "the Licensor") of the one

     part; and



2.   USA OPTICAL DISTRIBUTORS, INC., a company incorporated in the State of

     California having its principal office at 419A South Hindry Avenue,

     Inglewood, CA 90301, U.S.A. (hereinafter called "the Licensee") of the

     other part



WHEREAS:



1.   The Licensor is a member of the Laura Ashley group of companies which

     designs, manufactures and retails home furnishing products and garments,

     marketed and sold in many countries of the world, including North America.



2.   The Licensor is the registered proprietor of the trademarks LAURA ASHLEY

     and a distinctive oval device.



3.   The Licensor is the proprietor of a wide range of distinctive textile

     designs and patterns featured on Laura Ashley home furniture products and

     garments.



4.   The Licensee is an established designer, importer and wholesaler of

     fashionable eyeglass frames, including in its range of eyewear styles a

     portfolio of recognized brand names.



5.   The Licensee now wishes to design, import and sell in North America certain

     styles of eyeglass frames under the LAURA ASHLEY brand name.





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IT IS THEREFORE AGREED AND DECLARED AS FOLLOWS:



1.   DEFINITIONS



As used in this Agreement:



1.1  "Affiliate" of a party means a company which is affiliated to such party by

     one or more shareholdings such that, directly or indirectly, one of them is

     subject to the control of the other or both are subject to the common

     control of a third party;



1.2  "Approved Outlets" means first class retail outlets of a quality and

     standing consistent both with the high reputation of the Licensor for

     design, merchandising excellence and service and having the image and

     market positioning of the LAURA ASHLEY brand;



1.3  "Commencement Date" means September 1, 1991, or such later date prior to

     October 1, 1991 when the Licensor notifies the Licensee of its approval of

     the Marketing Plan for the First Contract Year.



1.4  "Contract Term" means the term of this Agreement as provided in Clause 13;



1.5  "Contract Year" means a period of twelve consecutive months from 1st

     February to 31st January during the Contract Term save that the first

     Contract Year shall be deemed to commence on the Commencement Date and to

     end on 31st January 1993 and the last Contract Year shall be deemed to

     commence on 1st February of the Year during which the Contract Term

     terminates and to end on the date of actual termination;



1.6  "Laura Ashley Designs" means surface prints originated or developed by the

     Licensor or its Affiliates;



1.7  "Laura Ashley Group" means the Licensor and its Affiliates referred to

     collectively;



1.8  "Laura Ashley Outlets" means outlets operated by a member of the Laura

     Ashley Group in the Territory under the LAURA ASHLEY name with the consent

     of the Licensor;



1.9  "Licensee" means USA Optical Distributors, Inc., and any of its Affiliates;



1.10 "Licensor" means Laura Ashley Manufacturing B.V.;



1.11 "Marketing Plan" means a plan for marketing Products prepared by the

     Licensee and agreed with the Licensor for each Contract Year as provided in

     Clause 6;



1.12 "Minimum Royalty" means the minimum sum payable to the Licensor by the

     Licensee by way of Royalty in respect of each Contract Year as provided in

     sub-clause 9.3;





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1.13 "Net Sales" means the gross amount of wholesale sales of Products invoiced

     by the Licensee less any deductions for returns, discounts or allowances

     granted to customers, all of which are reasonable and customary in the

     eyewear industry in the Territory, and less any bad debts, as that term is

     recognized under generally accepted accounting principles in the Territory;



1.14 "Parties" means the Licensor and the Licensee;



1.15 "Products" means ophthalmic frames for prescription eyeglasses, eyeglass

     cases and other accessories and related items, all of which are agreed as

     Products intended for sale bearing the Trademarks, and which are listed in

     Schedule I to this Agreement;



1.16 "Royalty" means the Royalty payable by the Licensee to the Licensor and

     described in Clause 9;



1.17 "Selected Designs" means Laura Ashley Designs selected from time to time by

     agreement between the Parties for application to the Products or packaging

     or promotional materials therefor;

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